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Chemicals Update | Spring 2019

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Chemicals Update | Spring 2019 CHEMICALS UPDATE Spring 2019 Introduction Dear Clients and Friends, Houlihan Lokey is pleased to present its Chemicals Industry Update for spring 2019. In this issue, we have included relevant news stories, recent M&A transaction announcements, a public markets overview, and other industry insights to help you stay ahead in this evolving industry. We hope you find this quarterly update to be informative and that it serves as a valuable resource to you in staying abreast of the market. If there is additional content you would find useful for future updates, please don’t hesitate to call or email us with your suggestions. We look forward to staying in touch with you. Regards, Chemicals Group Contacts Financial Advisory Services Mike Giffin Christopher Glad Blythe Berka Managing Director Director Financial Analyst [email protected] [email protected] [email protected] 214.220.8485 312.456.4730 312.995.7768 Corporate Finance Leland Harrs Martin Bastian Steve Wang Harrison Davis Global Head of Chemicals Head of Chemicals, Europe Senior Vice President Associate [email protected] [email protected] [email protected] [email protected] 212.497.7842 +49 (0) 69 256 246 171 212.497.7807 646.259.7438 2 Houlihan Lokey is the trusted advisor to more top decision- makers than any other independent global investment bank. Corporate Finance Financial Restructuring Financial Advisory 2018 M&A Advisory Rankings 2018 Global Distressed Debt & Bankruptcy 1999 to 2018 Global M&A Fairness All U.S. Transactions Restructuring Rankings Advisory Rankings Adv isor Deals Adv isor Deals Adv isor Deals 1 Houlihan Lokey 207 1 Houlihan Lokey 63 1 Houlihan Lokey 1,073 2 Goldman Sachs & Co 197 2 PJT Partners Inc. 45 2 JP Morgan 971 3 JP Morgan 154 3* Moelis & Co. 36 3 Duff & Phelps 728 4 Morgan Stanley 135 3* Lazard 36 4 Bank of America Merrill Lynch 660 5 Jefferies LLC 117 3* Rothschild & Co. 36 5 Morgan Stanley 659 Source: Thomson Reuters Source: Thomson Reuters. Announced or completed Source: Thomson Reuters * Denotes tie transactions. No. 1 U.S. M&A Advisor No. 1 Global Restructuring Advisor No. 1 Global M&A Fairness Opinion Advisor Over the Past 20 Years Top 10 Global M&A Advisor 1,000+ Transactions Completed Valued at More Than $2.5 Trillion 1,000+ Annual Valuation Leading Capital Markets Advisor Collectively Engagements Selected Transactions a portfolio company of a portfolio company of has acquired has completed the spin-off of has sold certain assets to has been acquired by has been acquired by Buyside Advisor Sellside Advisor Financial Opinion Fairness Opinion Sellside Advisor a portfolio company of has acquired has completed a merger with the chemicals business of PPG in a Reverse Morris Trust transaction has been acquired by has been acquired by has been acquired by from Arsenal Capital Partners Sellside Advisor Sellside Advisor Financial Opinion Buyside Advisor Financial Advisor Tombstones included herein represent transactions closed from 2012 forward. 3 Houlihan Lokey Media Mentions Below are excerpts from Leland Harrs, Global Head of Chemicals at Houlihan Lokey, from the article ‘Caution Signals Flash for M&A Outlook Amid Downdraft’ (ICIS.com, January 11, 2019) Chemical Equity Prices Tumble “‘The level of volatility is not instilling confidence in the M&A market. That being said, we are not aware of any [sale] processes that have been pulled,’ said Leland Harrs, Managing Director at investment bank Houlihan Lokey. ‘It is serving as a wake-up call that we are in the late innings of the economic cycle, and that it might be a good time to sell,’ Harrs added.” “Interestingly, earnings estimates for 2019 have not yet been slashed to the extent stock prices would suggest. Consensus estimates as of mid-December show chemical company profits largely rising in 2019 versus 2018.” Credit Trends Are Widening “‘The availability and pricing of credit have a more direct tie to M&A. We’ve seen some widening of credit spreads and choppiness but it’s too early to say if it will impact activity. Everyone’s antennas are up,’ said Houlihan Lokey’s Harrs.” Border Dynamics “For cross-border M&A between the U.S. and China, the trade war is already taking its toll. ‘In the past year and a half, there’s been a significant slowdown in Chinese companies seeking to acquire U.S. assets. The Chinese government has also cracked down on outflows of capital,’ said Harrs.” Divestitures “‘Activism typically results in divestitures as the targeted companies refocus their efforts,’ said Harrs from Houlihan Lokey.” To read the full article, please click here. 4 Houlihan Lokey Media Mentions (cont.) Verus Completes Sale of VanDeMark Chemical Inc. (PR Newswire, April 23, 2019) “Verus Investment Partners, a leading private equity investment firm, today announced that it has sold its portfolio company VanDeMark Chemical Inc., Lockport, New York, for an undisclosed value. VanDeMark, one of the world's largest, independent manufacturers of phosgene and phosgene derivatives, offers a range of more than 30 chemical compounds used in the production of pharmaceuticals, agrochemicals, plastics and polymers, and CASE (coatings, adhesives, sealants, elastomers) end markets. Christopher P. Fuller, Managing Partner of Verus, VanDeMark's largest and lead private equity owner said, ‘Since we acquired VanDeMark in 2012, it has increased its revenue, entered new markets and extended the range of applications for its portfolio of chemical compounds based on phosgenation chemistry. The company also successfully grew by acquisition with its transformative purchase of Framochem Kft in Hungary in 2014. We now wish VanDeMark continued success.’ Under the terms of the agreement, VanDeMark's Chief Executive Officer, Mike Kucharski, who joined the company in 1983, will continue as CEO, as will the rest of the management team. ‘Verus has been an incredibly supportive partner, helping me and my team take VanDeMark to the next level through investments in capital, people, and processes to improve the business,’ said Kucharski. ‘The acquisition of Framochem, which Verus sourced and led, opened up international markets and transformed the company from the largest independent phosgene producer in North America to the leading global player that we are today.’ …Houlihan Lokey served as [a] financial advisor to VanDeMark, and Arnold & Porter was counsel to the selling shareholders.” 5 Selected Recent M&A News Saudi Aramco to Buy SABIC in $69 Billion Chemicals Megadeal (Reuters.com, March 27, 2019) “The world’s largest oil producer Saudi Aramco has agreed to buy a 70 percent stake in Saudi Basic Industries Corp (SABIC) from the kingdom’s wealth fund for $69.1 billion in one of the biggest deals in the global chemical industry. The agreement to help boost Aramco’s downstream growth plans comes after months of talks between Aramco and the Public Investment Fund (PIF), which contributed to the delay of Aramco’s planned multibillion dollar initial public offering. ‘This is a win-win-win transaction and a transformational deal for three of Saudi Arabia’s most important economic entities,’ said Yasir al-Rumayyan, Managing Director of the PIF. The deal could inject billions of dollars into the PIF, giving it the firepower to proceed with its plans to create jobs and diversify the largest Arab economy beyond oil exports, including a mega business zone in the northwest of the country. Aramco has been increasing its investments in refining and petrochemicals to secure new markets for its crude, as it sees growth in chemicals as central to its downstream expansion strategy. SABIC and Aramco said in a statement the agreed purchase price was 123.39 riyals per share, a slight discount from SABIC’s closing price on Wednesday. ‘Share price at 123.4 is fair given it is a strategic, long-term investment and given that SABIC is one of the most defensive, uncyclical segments as its growth is mainly related to population growth,’ said Mazen al-Sudairi, head of research at Alrajhi Capital. ‘We think it’s a fair offer and makes sense from a pure valuation perspective,’ said Yousef Husseini, an analyst at EFGHermes.” Dow Inc. to Replace DowDuPont in the DJIA (The Wall Street Journal, March 26, 2019) “Dow Inc. will take DowDuPont Inc.’s place in the Dow Jones Industrial Average before the start of trading April 2, S&P Dow Jones Indices said Tuesday. The move marks the latest shuffle for the 30-stock index, which many investors closely watch as a gauge of blue-chip companies’ share performance. It was spurred by DowDuPont’s plan to spin off Dow as a separate company effective April 2, the index provider said. S&P Dow Jones Indices said the change is meant to help the Dow industrials maintain its current exposure to the materials sector. Dow will likely carry a similar price weight to the current DowDuPont, S&P Dow Jones said. DowDuPont, formed in 2017 with the merger of Dow Chemical and DuPont, is working toward a three-way separation that will set up new companies focused on materials, agriculture and specialty products like enzymes and safety gear. The materials company will be called Dow, and Corteva Agriscience will spin off by June 1, leaving a new DuPont.” 6 Selected Recent M&A News (cont.) INEOS Set to Acquire Cristal’s North American Titanium Dioxide Business From Tronox for $700 Million (ChemEurope.com, March 21, 2019) “INEOS Enterprises has announced that it has signed an agreement to acquire The North American business of National Titanium Dioxide Company Limited (Cristal) from Tronox Limited for $700 million. Cristal’s North American business includes two-plants located at the Ashtabula, Ohio (U.S.) complex. The deal forms the proposed remedy package submitted to the U.S.
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